-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SUjqfjVeeisdH8X5X/0AlUQbEREVvpqEVQJaD/JPi3peotxjJ7L95E1ZaWkoE69h F3dsG0FLPuak4Q2meJFYpg== 0001209191-05-010324.txt : 20050216 0001209191-05-010324.hdr.sgml : 20050216 20050216183033 ACCESSION NUMBER: 0001209191-05-010324 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050215 FILED AS OF DATE: 20050216 DATE AS OF CHANGE: 20050216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AIRGATE PCS INC /DE/ CENTRAL INDEX KEY: 0001086844 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 582422929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 233 PEACHTREE ST NE STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045257272 MAIL ADDRESS: STREET 1: 233 PEACHTREE ST STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crawford Johnny R CENTRAL INDEX KEY: 0001309062 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27455 FILM NUMBER: 05622052 BUSINESS ADDRESS: BUSINESS PHONE: 404-525-7272 MAIL ADDRESS: STREET 1: AIRGATE PCS, INC. STREET 2: 233 PEACHTREE STREET NE SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30303 4 1 c92299_02jc.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-02-15 1 0001086844 AIRGATE PCS INC /DE/ PCSA 0001309062 Crawford Johnny R AIRGATE PCS, INC. 233 PEACHTREE STREET, NE, SUITE 1700 ATLANTA GA 30303 0 1 0 0 Vice President - Engineering Non-qualified Employee Stock Options (right to buy) 4.10 2005-02-15 4 D 0 400 D 2012-12-17 Common Stock 400 0 D Non-qualified Employee Stock Options (right to buy) 15.93 2005-02-15 4 D 0 4500 D 2014-04-08 Common Stock 4500 0 D Non-qualified Employee Stock Options (right to buy) 233.30 2005-02-15 4 D 0 400 D 2011-12-18 Common Stock 400 0 D Incentive Stock Options (right to buy) 183.75 2005-02-15 4 D 0 341 D 2010-11-15 Common Stock 341 0 D Incentive Stock Options (right to buy) 70.00 2005-02-15 4 D 0 2200 D 2009-07-28 Common Stock 2200 0 D Restricted Stock Units 2005-02-15 4 D 0 1500 D Common Stock 1500 0 D These Non-Qualified Stock Options were granted on December 17, 2002 pursuant to the AirGate PCS, Inc. Amended and Restated 2002 Long Term Incentive Plan (the "2002 LTIP"). These options provided for vesting in the amount of 25% of the total grant on each anniversary of the grant date. On February 7, 2005, the Company's board of directors approved the full acceleration of vesting of these options, effective immediately prior to the closing of the merger on February 15, 2005 between the issuer and A-Co. Merger Sub, Inc., a wholly-owned subsidiary of Alamosa Holdings, Inc. These options were cancelled pursuant to the merger agreement among issuer, Alamosa Holdings, Inc. and A-Co. Merger Sub, Inc. in exchange for a cash payment of $13,008.00, representing the number of shares subject to the option times the difference between the exercise price of the option and the average closing price of Alamosa common stock for the ten trading days prior to the merger multiplied by 2.87 ($36.62 per share). These Non-Qualified Stock Options were granted on April 8, 2004 pursuant to the 2002 LTIP. These options provided for vesting in the amount of 25% of the total grant on each anniversary of the grant date, beginning April 8, 2005. On February 7, 2005, the Company's board of directors approved the full acceleration of vesting of these options, effective immediately prior to the closing of the merger on February 15, 2005. These options were cancelled in the merger in exchange for a cash payment of $93,105.00, representing the number of shares subject to the option times the difference between the exercise price of the option and the average closing price of Alamosa common stock for the ten trading days prior to the merger multiplied by 2.87 ($36.62 per share). These Non-Qualified Stock Options were granted on December 21, 2004 pursuant to the AirGate PCS, Inc. 2000 Amended and Restated Long Term Incentive Plan. These options provided for vesting in the amount of 25% of the total grant on each anniversary of the grant date, beginning December 18, 2002. On February 7, 2005, the Company's board of directors approved the full acceleration of vesting of these options, effective immediately prior to the closing of the merger on February 15, 2005. These options were cancelled in the merger for no consideration. These Incentive Stock Options were granted on November 15, 2000 pursuant to the AirGate PCS, Inc. 1999 Stock Option Plan. On February 7, 2005, the Company's board of directors approved the full acceleration of vesting of these options, effective immediately prior to the closing of the merger on February 15, 2005. These options were cancelled in the merger for no consideration. These Incentive Stock Options were granted on July 28, 1999 pursuant to the AirGate PCS, Inc. 1999 Stock Option Plan. On February 7, 2005, the Company's board of directors approved the full acceleration of vesting of these options, effective immediately prior to the closing of the merger on February 15, 2005. The options were cancelled in the merger for no consideration. Convertible into the issuer's common stock on a 1-for-1 basis. These Restricted Stock Units ("RSUs") were scheduled to vest on April 8, 2005, subject to the achievement of certain performance objectives as detailed in the 2002 LTIP. On February 7, 2005, the Company's board of directors approved the full acceleration of vesting of the RSUs, effective immediately prior to the closing of the merger on February 15, 2005. The RSUs were cancelled in the merger in exchange for a cash payment of $54,930.00, representing the number of RSUs times the average closing price of Alamosa common stock for the ten trading days prior to the merger multiplied by 2.87 ($36.62 per share). None. /s/ Johnny Crawford 2005-02-15 -----END PRIVACY-ENHANCED MESSAGE-----